Rajratan Global Wire Ltd.
You can view full text of the latest Director's Report for the company.
ISIN No INE451D01011 52Wk High (Rs.) 749 BV (Rs.) 202.40 FV (Rs.) 10.00
Bookclosure 11/08/2017 52Wk Low (Rs.) 467 EPS (Rs.) 48.51 P/E (X) 14.59
Mkt Cap. (Rs. Cr.) 307.96 P/BV (X) 3.50 Div Yield (%) 0.21 Mkt Lot 1
2017-03

To

The members,

The Directors present the “Twenty Ninth” Annual Report on the business and operations of the Company along with the audited standalone and consolidated financial statements for the year ended March 31, 2017.

1. Financial Results:

(Rs. In Lacs)

PARTICULARS

STANDALONE

CONSOLIDATED

2016-17

2015-16

2016-17

2015-16

Profit before Depreciation, Interest & Tax

2,226.15

2,588.20

4317.09

4,272.40

Interest & Financial Charges

684.82

817.67

1060.99

1,469.46

Profit before Depreciation

1,541.33

1,770.53

3256.10

2,802.94

Less: Depreciation

335.09

307.51

747.72

677.21

Profit before Taxation & Exceptional Items Add: Exceptional Items

1,206.23

1,463.01

2508.37

2,125.73

Profit before Taxation Less: Provision for Taxation

1206.23

1,463.01

2508.37

2,125.73

- Current Tax

390.51

518.00

390.50

517.55

- Deferred Tax

10.46

(4.32)

8.71

(4.82)

Income Tax for earlier years

0.27

(14.73)

0.27

(14.73)

Profit After Tax

804.99

964.07

2108.88

1,627.72

Less: Minority Interest

-

-

(2.29)

(19.24)

Profit for the year

804.99

964.07

2111.17

1,646.97

Add: Surplus of Previous Year Less: Adjustment towards depreciation based on useful life of assets and

3437.13

3,235.90

493.82

(393.91)

consequential Deferred Tax

-

-

-

-

Amount available for appropriation Appropriations:

4,242.12

4,199.98

2,604.99

1,253.06

Proposed Dividend

-

52.22

-

52.22

Dividend Tax

-

10.63

-

10.63

Transfer to General Reserve

600.00

700.00

600.00

700.00

Balance carried to Balance Sheet

3,642.12

3,437.13

2,004.99

490.21

2. Overview of Company’s Financial Performance:

The company’s performance during Financial Year 2016-17 on standalone and consolidated basis was as follows -

A. On standalone basis: -

Revenue from operations for financial year 2016-17 was at Rs. 17906.85 Lacs (previous year Rs. 20823.17 Lacs). PBDIT from standalone activity of company during the year decreased to Rs. 2226.15 Lacs from Rs. 2588.20 Lacs in the previous year. The Profit before tax is Rs. 1206.23 Lacs as against Rs. 1463.01 Lacs in the previous year. Cash profit stood at Rs. 1541.32 against Rs. 1770.53 Lacs in the previous year.

B. Consolidated Revenue: -

The consolidated Revenue of company during the year was Rs. 29081.42 Lacs as compared to Rs. 28364.23 Lacs in the previous year. The consolidated Profit before tax increased to Rs. 2508.37 Lacs as against Rs. 2125.73 Lacs in the previous year. The final profit after tax and minority interest stood at Rs. 2111.17 Lacs against Rs. 1646.96 Lacs in previous year.

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year 2016-17 and the date of this report.

3. Economic Scenario

Whilst the global economies continued to witness slow growth during the current year as well, the Indian economy on a micro basis stayed fairly robust.

India’s economic growth is gradually improving since 2014. The favorable policy as well as executive reforms by the Government to support strong and sustainable growth, prudent fiscal regime and calibrated monetary easing that reigned in inflation have helped to strengthen macroeconomic stability. This, in turn, shall help to boost economic activities in India. Driven by these positive developments, the country has emerged as the world’s fastest growing major economy. The various initiatives viz. Clean India, steps to implement GST are reforms for a quantum leap ahead.

4. Prospects and Outlook:

The details regarding prospects and outlook have been provided in Management Discussion and Analysis Report forming part of this Annual Report.

5. Dividend:

Your directors have recommended dividend Rs. 1.50 per equity share of Rs. 10/- each i.e. @15% for the financial year ended 31st March, 2017. The proposal is subject to the approval of shareholders at the ensuing Annual General Meeting to be held on 11th August, 2017. The total dividend appropriation for the current year is Rs. 78.56 Lacs (inclusive of corporate dividend tax of Rs. 13.29 Lacs).

6. Transfer to Reserves:

Consequent to introduction of Companies Act 2013, the requirement of mandatory transfer of a specified percentage of the net profit to general reserve has been withdrawn and the Company can optionally transfer any amount from the surplus of profit or loss account to the General reserves. The Company proposes to transfer Rs. 600.00 Lacs to the General Reserve out of the amount available for appropriation.

7. Share Capital:

There is no change in the share capital of the Company during the year ended on 31st March, 2017.

8. Subsidiary Companies:

The company has three subsidiaries including one wholly owned subsidiary in Thailand. During the year under review the company has acquired the entire equity shareholding of M/s Cee Cee Engineering Industries Pvt. Ltd. There is no associate company within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”). There has been no change in the nature of the business of the subsidiaries.

Pursuant to Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company’s subsidiaries in Form AOC-1 is attached to the financial statements of the company. Pursuant to section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of the subsidiaries, are available on the website of the company (www.rajratan.co.in). Performance of the subsidiaries during the year, was below -

a) Rajratan Thai Wire Co. Limited, Thailand: Rajratan Thai Wire Co. Ltd., Thailand (Rajratan Thailand) is wholly owned subsidiary of the company. It has manufacturing facilities at Ratchaburi, Thailand. It is engaged in the manufacturing of Tyre Bead Wire. At present the production capacity of the Rajratan Thailand is 26400 MTPA. The company enjoys the privilege of being the only Bead wire manufacturer in Thailand. The company also has significant logistic benefit as the plant is located in close proximity with major customers.

During the year, Rajratan Thailand achieved its highest ever profit driven by improved volumes and better margins on account of reduction in fixed and variable costs. It has recorded the growth of 13.67% in sales volume i.e. 19722 MT as compared to 17110 MT in previous year. The Net revenue of the company during the year increased by 17% to Rs. 11202 Lacs from Rs. 9568 Lacs in the previous year. The profit after tax stood at Rs. 13.33 Crores as against Rs. 7.15 Crores in the previous year. The increased profits can be attributed to Rajratan Thailand’s continued focus towards better operational and commercial excellence.

b) Swaraj Technocrafts Pvt. Limited : Swaraj Technocrafts Pvt. Ltd.

(Swaraj) is subsidiary of the Company and is engaged in manufacturing of wire drawing machines. Swaraj has advanced state-of-art manufacturing facilities at Pithampur, India.

The total revenue stood at Rs. 8.98 Crores against Rs. 7.15 Crores in last year. The Company recorded loss of Rs. 9.53 Lacs against loss of Rs. 60.12 Lacs in last year. The annual loss of the current year is lesser than that of the previous year primarily due to increase in sales and cost control and cost reduction measures adopted during the year. Swaraj remains to be a continued support for Rajratan Group.

c) Cee Cee Engineering Industries Pvt. Ltd. - During the year Rajratan Global Wire acquired the entire shareholding of Cee Cee Engineering Industries Pvt. Ltd. (CCEIPL) pursuant to an approval by its Board of Directors. As a results, CCEIPL has become a wholly owned subsidiary of the company. CCEIPL is engaged in manufacturing of steel spools and cages.

The total revenue stood at Rs. 25.08 Lacs against Rs. 50.56 Lacs in last year. The Company recorded loss of Rs. 22.33 Lacs including amortization in the value of leasehold land at Rs. 12.90 Lacs (Previous Year - NIL) against profit of Rs. 1.85 Lacs before tax in last year

9. Acquisitions during the year

During the year Rajratan Global Wire acquired the entire shareholding of Cee Cee Engineering Industries Pvt. Ltd. (CCEIPL) pursuant to an approval by its Board of Directors. As a results, CCEIPL has become a wholly owned subsidiary of the company. Further the Board of Director in its meeting held on 3rd November, 2016 has approved the scheme of merger of CCEIPL with company.

10. Directors’ responsibility statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. Deposits:

The Company has not accepted any fixed deposit from the public during the financial year ended 31st March, 2017 within the meaning of section 73 and 74 of the Companies Act, 2013 read with the relevant rules.

12. Listing:

The shares of the Company are listed on the Bombay Stock Exchange Limited, and the Company is regular in payment of the listing fees. There was no suspension of trading during the year under review. The Company has made an application for listing in National Stock Exchange, Mumbai which is under consideration.

13. Conservation of Energy, Technology and Foreign Exchange Earnings and outgo

The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts of Companies) Rules, 2014 are set out in an “Annexure-I” to this report.

14. Corporate Social Responsibility

You Company is guided by the belief that every life is important and must be given fair opportunities to make the best out of it. Your Company has created a trust namely Rajratan Foundation which administers the planning and implementation of CSR actions of the Company. The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in “Annexure II” of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company.

15. Directors and key managerial personnel

In accordance with the provisions of section 152 the Companies Act, 2013 and the Articles of Association of the company CA. P.D. Nagar (DIN 00151621) & CA. Abhishek Dalmia (DIN 00011958) shall retire by rotation at the ensuing AGM and being eligible offered themselves for re-appointment. The brief resume of the Directors and other related information has been detailed in the Notice convening the Annual General Meeting of the Company. Pursuant to the provisions of section 149 of Act, which came into effect from 01.04.2014, Mr. Chandrashekhar Bobra, Mr. Shiv Singh Mehta and Mr. S.S. Maru were appointed as Independent Director at the Annual General Meeting of the company held on 26th September, 2014.

Pursuant to the recommendation of Nomination and remuneration Committee, the Board of Director at its meeting held on 16th May, 2017 has subject to the approval of the members at the forthcoming Annual General Meeting of the Company, approved the re-appointment of Mrs. Sangita Chordia (DIN - 00147150) as a Whole-time Director of the Company for a period of three years from 1st July, 2017.

Mr. Sunil Chordia, Managing Director, who was re-appointed in the Annual General Meeting held in the year 2015, and Mr. Shubham Jain, Company Secretary, are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force). However the Company is in the process of appointing Chief Financial Officer of the Company.

16. Number of meetings of the board

Five meetings of the Board were held during the year. The details of the meetings of the Board of Directors and its committees, convened during the financial year 2016-17 are given in the corporate governance report, which forms part of this Annual Report.

17. Board evaluation

In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of the Independent Directors was carried out during the year under review. More details on the same are given in the Corporate Governance Report.

The performance of the Board was evaluated after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role. In a separate meeting of independent Directors, performance of non-independent directors, performance of the Board as a whole was evaluated.

18. Board Committees

Your Company has in place the Committee(s) as mandated under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are currently four committees of the Board, namely:

- Audit Committee

- Nomination & Remuneration Committee

- Stakeholders’ Relationship Committee

- Corporate Social Responsibility Committee

Details of the Committees along with their composition and meetings held during the year, are provided in the Corporate Governance Report, which forms part of this report.

19. Policy on directors’ appointment and remuneration and other details

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors’ report as “Annexure-III” and is also available on the website of the company at www.rajratan.co.in/investors.

20. Managerial Remuneration and particulars of employees

Pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 a disclosure on remuneration related information of employees, Key Managerial Personnel and directors is annexed herewith and forming part of the report as “Annexure-IV.” The Managing Director of your Company does not receive remuneration from any of the subsidiaries of your Company.

21. Transactions with related parties

During the Financial Year 2016-17, all contracts/arrangements/ transactions entered into by your Company with related parties under Section 188(1) of the Act were in the ordinary course of business and on an arm’s length basis. During Financial Year 2016-17, your Company has not entered into any contracts/arrangements/transactions with related parties which could be considered ‘material. Further, during Financial Year 2016-17, there were no materially significant related party transactions made by your Company with the Promoters, Directors, Key Managerial Personnel or other designated persons, which might have potential conflict with the interest of the Company at large. All related party transactions are placed before the Audit Committee for its approval. There was no matter requiring approval of the Board. During Financial Year under review, the Audit Committee has approved transactions through the omnibus mode in accordance with the provisions of the Companies Act, 2013 and Listing Regulations. The policy on Related Party Transactions is uploaded on the Company’s website www.rajratan.co.in/investors. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, though not mandatory, is given in “Annexure-V” in Form AOC-2 and the same forms part of this report.

22. Extract of annual return

As provided under Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the annual return is given in “Annexure VI” in the prescribed Form MGT-9, which forms part of this report.

23. Loans, Guarantees and Investment

The company has given loans to its wholly- owned subsidiaries viz. Rajratan Thai Wire Limited, Thailand and Cee Cee Engineering Industries Pvt. Ltd. which is exempted under the provisions of section 186 of the Companies Act, 2013 read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014.The Company has not given any new guarantees during the financial year. However it continued the guarantees given earlier to Rajratan Thai Wire Limited, Thailand. Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

24. Auditors:

a. Statutory Auditors:

As per the provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Fadnis and Gupte, Chartered Accountants, having held office as Auditor for a period of 7 years prior to the Commencement of the Companies Act, 2013, were eligible to be appointed as Auditors for a period of three more years and were accordingly appointed by the members in the Annual General Meeting of the Company held on 26.09.2014 for a period of three more years, that is, until the conclusion of the 29th Annual General Meeting of the Company. Accordingly the Statutory Auditors of the Company, M/s. Fadnis & Gupte, Chartered Accountants hold office till the conclusion of the ensuing Annual General Meeting of the Company.

After evaluation of the leading Auditing Firms, the Board of Directors has identified and recommended the appointment of M/s D S Mulchandani & Co., Chartered Accountants, Indore (ICAI Firm Registration No. 021781C), as the Statutory Auditor of the Company for a term of 5 years (subject to ratification by members at every Annual General Meeting if required under the prevailing law at that time), to hold office from the conclusion of the 29th Annual General Meeting until the conclusion of the 34th Annual General Meeting of the Company.

M/s D S Mulchandani & Co., Chartered Accountants, Indore have expressed their willingness to be appointed as Statutory Auditors of the Company. They have further confirmed that the said appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment. Accordingly, their appointment as Statutory Auditors of the Company from the conclusion of the 29th Annual General Meeting until the conclusion of the 34th Annual General Meeting of the Company, is placed for your approval.

b. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Manju Mundra, Company Secretary in Practice (CP No. 3454) to conduct the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as “Annexure-VII.”

c. Cost Auditors:

Pursuant to Section 148(2) of the Companies Act, 2013 read with the Companies (Cost Records and Audit), Amendment Rules 2014, your Company is required to get its cost accounting records audited by a Cost Auditor.

Accordingly, the Board of your Company at its meeting held on 16th May, 2017 has on the recommendation of Audit Committee, appointed M/s. Vineet Chopra & Associates, Cost Accountants (FRN No. 102670) to conduct the audit of the cost accounting records of the Company for Financial year 2017-18 on remuneration of Rs. 50,000 (Rupees Fifty Thousand Only) plus applicable taxes and reimbursement of out of pocket expenses.

The remuneration is subject to the ratification of the Members in terms of Section 148 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and is accordingly placed for your ratification. The Cost Audit Report of the Company for the financial year ended 31st March, 2016, was filed with the Ministry of Corporate Affairs, New Delhi.

25. Statutory Auditor’s report and secretarial audit report

The Statutory Auditors report for the financial year ended 31st March, 2017 does not contain any qualification, reservation or adverse remark. The observations made by secretarial auditors are being taken care by the management.

26. Internal Control System and their Adequacy, Internal Financial Controls

Your Company’s internal control system is commensurate with its scale of operations designed to effectively control the operations. The internal control systems are designed to ensure that the financial and other records are reliable for the preparation of financial statements and for maintaining assets. Independent Internal Auditors conduct audit covering a wide range of operational matters and ensure compliance with specified standards. Planned periodic reviews are carried out by Internal Audit. The findings of Internal Audit are reviewed by the top management and by the Audit Committee of the Board of Directors. The Audit Committee reviews the adequacy and effectiveness of internal control systems and suggests ways of further strengthening them, from time to time.

As per Section 134(5)(e) of the Companies Act 2013, the Directors have an overall responsibility for ensuring that the Company has implemented robust system and framework of Internal Financial Controls. This provides the Directors with reasonable assurance regarding the adequacy and operating effectiveness of controls with regards to reporting, operational and compliance risks. The Company has devised appropriate systems and framework including proper delegation of authority, policies and procedures, effective IT systems aligned to business requirements, risk based internal audits, risk management framework and whistle blower mechanism.

27. Risk management

The company has laid down a well defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor and non-business risks. The Audit Committee and the Board periodically review the risks and suggest steps to be taken to manage/ mitigate the same through a properly defined framework. During the year, a risk analysis and assessment was conducted and no major risks were noticed, which may threaten the existence of the company.

28. Disclosure requirements

a) Corporate Governance:

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the stipulations set out in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A separate report of the Board of Directors of the Company on Corporate Governance including Management Discussion and Analysis Report is an integral part of the Annual Report and included as Annexure ‘VIII’ and the Certificate from M/s Fadnis & Gupte, Chartered Accountants, Statutory Auditors of the Company, confirming compliance with the requirements of Corporate Governance as stipulated in Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 is annexed as “Annexure VIII”. A certificate from the Statutory Auditors of the company as stipulated in SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 as annexed as “Annexure-IX.”

b) Familiarization Program for Independent Directors

Your Company has in place a Familiarization Program for independent Directors to provide insights into the Company’s Business to enable them contribute significantly to its success. The Senior Management makes presentations periodically to familiarize the Independent Directors with the strategy operations and functions of the Company. The details of the familiarization program of the independent directors are available on the website of the Company www.rajratan.co.in/investor

c) Dematerialization of Shares

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, Members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid. As on March 31, 2017, 97.86% of the share capital stands dematerialized.

d) Policy on determining material subsidiary of the Company is available on the website of the Company www.rajratan.co.in/investor.

e) Policy on dealing with related party transactions is available on the website of the Company www.rajratan.co.in/investor.

f) The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions are in line with the provisions of the section 177(9) of the Companies Act, 2013 read with regulation 22 of the Listing Regulations.

g) As required under section 134(q) there are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

h) The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company.

i) The Company has adopted a Code of Conduct for Prevention of Insider Trading in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code. The Insider Trading Policy of the Company covering code of practices and procedure for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on the website of the Company at www.rajratan.co.in/investor.

j) The provisions/requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act’) and Rules made there under are being followed by the Company and the company has proper system for it.

k) The details of the Committees of Board are provided in the Corporate Governance Report section of this Annual Report.

29. Management Discussion and Analysis

A detailed report on Management Discussion and Analysis is provided as a separate section in the Annual Report as “Annexure-X”.

30. Cautionary Note:

Certain statements in the “Management Discussion and Analysis” section may be forward looking and are stated as required by the applicable laws and regulations. Many factors may affect the actual results, which could be different from what the directors envisage in terms of future performance and outlook. Important factors that could influence the Company’s operations include global and domestic supply and demand conditions affecting selling prices of finished goods, availability of inputs and their prices, changes in the Government policies, regulations, tax laws, economic developments within the country and outside and other factors such as litigation and industrial relations.

The Company assumes no responsibility in respect of the forward-looking statements, which may undergo changes in future on the basis of subsequent developments, information or events.

31. ANNEXURES FORMING A PART OF DIRECTOR’S REPORT

The Annexure referred to in this Report and other information which are required to be disclosed are annexed herewith and form a part of this Report:

Annexure

Particulars

I

Particulars of Conservation of Energy, Technology and Foreign Exchange

II

Report on Corporate Social Responsibility

III

Policy on Director’s appointment & Remuneration

IV

Managerial Remuneration and Particulars of Employees

V

Related Party Transactions

VI

Extract of the Annual Return in Form MGT-9

VII

Secretarial Audit Report

VIII

Corporate Governance Report

IX

Certificate on Corporate Governance Report

X

Management Discussion And Analysis

XI

AOC-1

32. Human Resources and Industrial Relations:

Your Company has been able to operate efficiently because of a culture of professionalism, integrity, dedication, competence, commitments, high level of people engagement and continuous improvement shown by its employees in all functions and areas of business. Our basic objective is to ensure that a robust talent pipeline and a high-performance culture, centered around accountability is in place. We feel this is critical to enable us retain our competitive edge.

During the year measures for training, development, safety of the employees and environmental awareness received top priority of Management. The Directors wish to place on record their appreciation for the efficient and loyal services rendered by all staff and work force of the Company, without whose wholehearted effort, the satisfactory performance would not have been possible.

33. Appreciation:

Your Board of Directors would like to convey their sincere appreciation for the wholehearted support and contributions made by all the employees at all levels of the Company for their hard work, solidarity, cooperation and dedication during the year.

Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

For and on behalf of the Board

Place: Indore Sunil Chordia Chandrashekhar Bobra

Dated: 16th May 2017 Managing Director Director

DIN- 00144786 DIN- 0209498